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<br />(
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<br />incapable of acting, or a receiver is appointed, in each case, as provided above,
<br />then, so long as the Issuer shall not have appointed a successor Fiscal Agent and
<br />Registrar, the Holders of a majority in aggregate principal amount of Bonds and
<br />Notes then outstanding may designate a successor Fiscal Agent and Registrar by
<br />an instrument or document or concurrent instruments or document's in writing
<br />signed by or on behalf of those Holders.
<br />
<br />If no appointment of a successor Fiscal Agent and Registrar shall be
<br />made pursuant to the foregoing provisions of this Section, the Holde!:' of any Bond
<br />or Note outstanding hereunder or any retiring Fiscal Agent and Registrar may
<br />apply to any court of competent jurisdiction to appoint a successor Fiscal Agent
<br />and Registrar. Such court may thereupon, after such notice, if any, as such
<br />court may deem proper, prescribe and appoint a successor Fiscal Agent and
<br />Registrar.
<br />
<br />Every successor Fiscal Agent and Registrar appointed pursuant to this
<br />Section (i) shall be a trust company or a bank having the powers of a trust
<br />company, (ii) shall be in good standing within the State, (iii) shall be duly
<br />authorized to exercise trust powers within the State, (iv) shall have a reported
<br />capital and surplus of not less than $25,000,000, and (v) shall be willing to
<br />accept the trusteeship and other obligations under the terms and conditions of
<br />this General Bond Legislation and all Series Legislation. Written notice of the
<br />appointment other than by the Issuer of a successor Fiscal Agent and Registrar
<br />shall be given to the Fiscal Officer by the party so appointing immediately upon
<br />such appointment.
<br />
<br />No appointment shall take effect until the successor Fiscal Agent and
<br />Registrar appointed hereunder shall execute and acknowledge, and shall deliver
<br />to its predecessor and the Issuer an instrument(s) or document(s) in writing
<br />accepting the appointment of its predecessor's rights under this General Bond
<br />Legislation and all Series Legislation. Such instrument(s) or document(s) shall
<br />set forth that the predecessor Fiscal Agent and Registrar has relinquished its
<br />rights under this General Bond LegiSlation and all Series Legislation and shall
<br />be signed by such predecessor Fiscal Agent and Registrar.
<br />
<br />Thereupon, without any further act, the successor shall become vested
<br />with all of the trusts, properties, remedies, powers, rights, duties,
<br />obligations, discretions, privileges, claims, demands, causes of action,
<br />immunities, estates, titles, interests and liens of its predecessor. Upon the
<br />written request of its successor, or the Issuer, the predecessor Fiscal Agent and
<br />Registrar (i) shall execute and deliver an instrument or document transferring
<br />to its successor all of the trusts, properties, !:'emedies, powers, rights, duties,
<br />obligations, discretions, privileges, claims, demands, causes of action,
<br />immunities, estates, titles, interests and liens of the predecessor Fiscal Agent
<br />and Registrar hereunder, and (ii) shall take any other action necessary to duly
<br />assign, transfer and deliver to its sUCCessor all property (including without
<br />limitation, all securities and moneys) held by it as Fiscal Agent.
<br />
<br />Should any instrument or document in writing from the Issuer be
<br />requested by any successor Fiscal Agent and Registrar for vesting and conveying
<br />more fully and certainly in and to that successor the trusts, properties,
<br />remedies, powers, rights, duties, obligations, discretions, privileges, claims,
<br />demands, causes of action, immunities, estates, titles, interests and liens
<br />vested or conveyed or intended to be vested or conveyed hereby in or to the
<br />predecessor Fiscal Agent, the Issuer shall execute, acknowledge and deliver that
<br />instrument or document.
<br />
<br />In the event of a change in the Fiscal Agent, the predecessor Fiscal
<br />Agent shall cease to be Paying Agent and custodian of any moneys which it may
<br />hold pursuant to this General Bond Legislation and any Series Legislation and
<br />shall cease to be Registrar and authenticating agent for the Bonds and Notes.
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